Introduction
This Amendment No. 3 to the Rule
13e-3
Transaction Statement on Schedule
13E-3
(the
Amendment
) amends and supplements the Transaction Statement on Schedule
13E-3
filed with the Securities and Exchange Commission (the
SEC
) on November 29, 2018, as amended by Amendment No. 1 thereto, filed on December 18, 2018 and Amendment No. 2 filed on December 26, 2018 (the
Schedule
13E-3
or
Transaction Statement
), and relates to an offer by WC SACD One Merger Sub, Inc. to purchase all of the outstanding shares of common stock, par value $0.01 per share (the
Common Stock
) of Intersections Inc., at a price of $3.68 per Share in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions contained in the Offer to Purchase, dated
November 29, 2018 (as amended and as may be further amended from time to time, the
Offer to Purchase
) and the accompanying Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the
Offer
). The Offer is described in more detail in the Schedule
TO-T
tender offer statement filed with the SEC on November 29, 2018 by the filing persons hereto other than Loeb Holding
Corporation, Michael R. Stanfield, Stanfield Family Investments LLC, and David A. McGough, as amended by Amendment No. 1 thereto, filed on December 18, 2018 and Amendment No. 2 thereto, filed on December 26, 2018 (as amended and
as may be further amended from time to time, the
TO-T
), which includes the Offer to Purchase and the Letter of Transmittal (together with all other exhibits attached thereto, the
Tender Offer Statement
).
Except to the extent specifically provided in this Amendment, the information set forth in the Schedule
13E-3
remains unchanged. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meanings assigned to them in the Schedule
13E-3
or Tender
Offer Statement, as applicable. All information contained in this Amendment concerning each Filing Person has been supplied by such Filing Person.
ITEM 10.
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SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
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Item 10 of the
Schedule 13E-3
is hereby restated in part to add the following:
(d)
Borrowed Funds.
On January 4, 2019, WC
SACD One Parent, Inc. (the
Parent
) issued a secured promissory note (the
Bridge Note
) to WndrCo Holdings, LLC (
WndrCo
), in an aggregate principal amount of $21,000,000. The Bridge Note will
mature on March 5, 2019, and may be voluntarily prepaid without premium or penalty at any time. Outstanding amounts under the Bridge Note shall accrue interest at a rate equal to (i) the interest rate per annum that would be charged to
WndrCo (or its parent company affiliate) for a borrowing that WndrCo (or its parent company affiliate) could make under WndrCos (or its parent company affiliates) primary secured credit facility (as in effect from time to time) plus (ii)
1.00%, and accrued interest shall be payable monthly. The Bridge Note is secured by a lien over all assets of the Parent. No plans or arrangements to finance or repay the Bridge Note have been made.
The foregoing summary of the Bridge Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Bridge Note, a
copy of which is incorporated herein by reference to Exhibit (b) hereto.
ITEM 15.
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ADDITIONAL INFORMATION.
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Item 15 of the
Schedule 13E-3
is hereby amended and supplemented to add the following:
On January 7, 2019, WC SACD One, Inc. announced the preliminary results of its cash tender offer to purchase all of the issued and outstanding
shares of common stock of Intersections Inc. for $3.68 per share in cash (the
Offer
), which expired at 5:00 P.M., New York City time, on Friday, January 4, 2019. WC SACD One Merger Sub, Inc. has accepted for payment all
shares that were validly tendered and not withdrawn prior to expiration of the Offer, and payment for such shares will be made promptly in accordance with the terms of the Offer. A copy of the press release detailing the preliminary results of the
Offer is attached hereto as Exhibit (a)(5)(D), and all information contained therein is hereby incorporated by reference.
Item 16 of the Schedule
13E-3
is hereby amended and supplemented by adding the following exhibit to the list of
Exhibits:
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(a)(5)(D)
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Press Release issued by WC SACD One, Inc. on January 7, 2019
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(b)
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Secured Promissory Note, dated as of January 4, 2019 issued by WC SACD One Parent, Inc. to WndrCo Holdings, LLC.
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